Zedge, Inc. Sample Contracts

AT THE MARKET OFFERING AGREEMENT
Market Offering Agreement • March 16th, 2021 • Zedge, Inc. • Services-prepackaged software • New York

Zedge, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with National Securities Corporation (“National”), and Maxim Group LLC (“Maxim”) as co-managers (each as Co-Manager” and together National and Maxim as the “Managers”), in connection with an “at-the-market” offering of its shares of common stock, as follows:

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ZEDGE, INC. WESTERN ALLIANCE BANK AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 1st, 2022 • Zedge, Inc. • Services-prepackaged software • California

This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into as of October [__], 2022, by and between WESTERN ALLIANCE BANK (“Bank”) and ZEDGE, INC. (“Borrower”).

ZEDGE, INC. 2016 STOCK OPTION AND INCENTIVE PLAN EMPLOYEE RESTRICTED STOCK AGREEMENT
Employee Restricted Stock Agreement • June 1st, 2016 • Zedge, Inc. • Services-prepackaged software • Delaware

This Agreement confirms the grant of Restricted Stock to you effective as of «RESTRICTED_DATE» (the “Effective Date”) under the Zedge, Inc. 2016 Stock Option and Incentive Plan, as the same may be amended, modified or restated from time to time (the “Plan”), upon the terms and conditions described herein.

SEPARATION AND DISTRIBUTION AGREEMENT by and between IDT CORPORATION And ZEDGE, INC. Dated as of June 1, 2016
Separation and Distribution Agreement • June 1st, 2016 • Zedge, Inc. • Services-prepackaged software • New Jersey

This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of June 1, 2016, by and between IDT Corporation, a Delaware corporation (“IDT”), and ZEDGE, INC., a Delaware corporation (“Zedge”; and together with IDT, the “Parties”, and each individually, a “Party”).

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • June 1st, 2016 • Zedge, Inc. • Services-prepackaged software • New Jersey

THIS TRANSITION SERVICES AGREEMENT, dated as of June 1, 2016 (this “Agreement”), is entered into by and between Zedge, Inc., a Delaware corporation (“Zedge”), and IDT Corporation, a Delaware corporation (“IDT”). For purposes of this Agreement, “Party” or “Parties” shall mean either Zedge or IDT, individually or collectively.

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • April 13th, 2022 • Zedge, Inc. • Services-prepackaged software • New York

This Share Purchase Agreement (this “Agreement”) is made and entered into on April 12, 2022, with effect as of April 1, 2022 (the “Effective Date”), by and between Zedge, Inc., a Delaware corporation (“Buyer”), each of the Persons listed as Sellers on Schedule A hereto (“Sellers”), GuruShots Ltd., an Israeli company with Company Number 514903079 (the “Company”), and the Sellers Rep (as defined herein), solely in its capacity as the representative of the Securityholders. Each Seller and the Company is also referred to herein as a “Seller Party” and collectively as the “Seller Parties.” Each of Buyer and each Seller Party is also referred to herein as a “Party” and collectively as the “Parties”. All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.

MO PUB, INC. MARKETPLACE FOR PREMIER PUBLISHERS
Zedge, Inc. • April 25th, 2016 • Services-prepackaged software • California

This MoPub, inc. Marketplace for Premier Publishers Agreement consists of this Cover Page, the attached Terms and Conditions, and any additional Exhibits (collectively, this "Agreement") between MoPub, Inc. ("MoPub") and the customer identified below ("Customer").

ZEDGE, INC. 2016 STOCK OPTION AND INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • June 1st, 2016 • Zedge, Inc. • Services-prepackaged software • Delaware

This STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of [INSERT DATE], by and between Zedge, Inc., a Delaware corporation (the “Company”), and [NAME OF GRANTEE] (the “Grantee”).

THIS IS THE FORM OF TAX SEPARATION AGREEMENT THAT IS INTENDED TO BE ENTERED INTO BETWEEN IDT CORPORATION AND ZEDGE, INC., TO BE EFFECTIVE UPON CONSUMMATION OF THE SPIN-OFF TAX SEPARATION AGREEMENT
Tax Separation Agreement • April 25th, 2016 • Zedge, Inc. • Services-prepackaged software • New Jersey

This TAX SEPARATION AGREEMENT (this “Agreement”) is dated as of [___________], 2016, by and between IDT Corporation, a Delaware corporation (“IDT”), and Zedge, Inc., a Delaware corporation (“Zedge”; and together with IDT, the “Parties, and each individually, a “Party”).

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Combined Financial Information • June 23rd, 2022 • Zedge, Inc. • Services-prepackaged software

On April 12, 2022, Zedge Inc. ("Zedge" or “the Company”), a Delaware corporation, GuruShots Ltd. (“GuruShots”), an Israeli company, and the then holders of the equity interests in GuruShots entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with an effective date of April 1, 2022 under which Zedge acquired all of the outstanding equity interests in GuruShots and as a result GuruShots became a direct wholly-owned subsidiary of Zedge (the “Acquisition”). The Acquisition was completed on April 12, 2022 (the “Acquisition Date”), pursuant to the Share Purchase Agreement.

TAX SEPARATION AGREEMENT
Tax Separation Agreement • June 1st, 2016 • Zedge, Inc. • Services-prepackaged software • New Jersey

This TAX SEPARATION AGREEMENT (this “Agreement”) is dated as of June 1, 2016, by and between IDT Corporation, a Delaware corporation (“IDT”), and Zedge, Inc., a Delaware corporation (“Zedge”; and together with IDT, the “Parties, and each individually, a “Party”).

GOOGLE SERVICES AGREEMENT
Services Agreement • April 25th, 2016 • Zedge, Inc. • Services-prepackaged software • California

This Google Services Agreement (“Agreement”) is entered into by Google Inc. (“Google”) and Zedge Holdings, Inc. (“Company”) and is effective as of the Effective Date.

ZEDGE, INC. 2016 STOCK OPTION AND INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • June 1st, 2016 • Zedge, Inc. • Services-prepackaged software • Delaware

This INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of [INSERT DATE], by and between Zedge, Inc., a Delaware corporation (the “Company”), and [NAME OF GRANTEE] (the “Grantee”).

SEPARATION AND GENERAL RELEASE AGREEMENT
Separation and General Release Agreement • September 3rd, 2019 • Zedge, Inc. • Services-prepackaged software • New York

This Separation and General Release Agreement (the “Agreement”) is entered into by and between Zedge Europe AS and Zedge, Inc. (collectively, the “Zedge Entities”) on the one hand, and Tom Arnoy (“Employee”) on the other hand, and the parties agree to the terms and conditions set forth below:

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